10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly period ended June 30, 2021

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-31747

UNIVERSAL SECURITY INSTRUMENTS, INC.

(Exact name of registrant as specified in its charter)

Maryland	52-0898545
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
11407 Cronhill Drive, Suite A
Owings Mills, Maryland	21117
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (410) 363-3000

Inapplicable

(Former name, former address and former fiscal year if changed from last report.)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes ☒  No ☐

Indicate by check mark if the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-Accelerated Filer ☒ Smaller Reporting Company ☒ Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock	UUU	NYSE MKT LLC

At August 19, 2021, the number of shares outstanding of the registrant’s common stock was 2,312,887.

TABLE OF CONTENTS

			Page
Part I - Financial Information			3
	Item 1.	Condensed Consolidated Financial Statements:	3
		Condensed Consolidated Balance Sheets at June 30, 2021 (unaudited) and March 31, 2021	3
		Condensed Consolidated Statements of Operations for the Three Months Ended June 30, 2021 and 2020 (unaudited)	4
		Condensed Consolidated Statement of Shareholders’ Equity for the Three Months Ended June 30, 2021 (unaudited)	5
		Condensed Consolidated Statement of Shareholders’ Equity for the Three Months Ended June 30, 2020 (unaudited)	6
		Condensed Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2021 and 2020 (unaudited)	7
		Notes to Condensed Consolidated Financial Statements (unaudited)	8
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
	Item 4.	Controls and Procedures	15
Part II - Other Information			16
	Item 1.	Legal Proceedings	16
	Item 6.	Exhibits	17
		Signatures	19

2

PART I - FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

	(unaudited)		(audited)
	June 30, 2021		March 31, 2021
ASSETS
CURRENT ASSETS
Cash	$	50,371	$	160,604
Accounts receivable:
Trade, less allowance for doubtful accounts		386,855		653,172
Other Receivables		107,478		—
Receivables from employees		5,855		5,000
		500,188		658,172
Amount due from factor		2,404,567		1,925,291
Inventories – finished goods		4,106,328		4,181,193
Prepaid expenses		383,833		336,699
TOTAL CURRENT ASSETS		7,445,287		7,261,959
INTANGIBLE ASSETS - NET		43,599		44,717
PROPERTY AND EQUIPMENT – NET		141,092		184,678
OTHER ASSETS		4,000		4,000
TOTAL ASSETS	$	7,633,978	$	7,495,354
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Line of credit - factor	$	105,283	$	18,904
Note payable - Eyston Company Ltd.		1,081,440		—
Short-term portion of operating lease liability		128,341		171,122
Accounts payable - trade		404,658		509,561
Accounts payable – Eyston Company Ltd.		999,911		755,148
Accrued liabilities:
Accrued payroll and employee benefits		80,536		103,381
Accrued commissions and other		102,612		139,242
TOTAL CURRENT LIABILITIES		2,902,781		1,697,358
NOTE PAYABLE - Eyston Company Ltd.		—		1,081,440
TOTAL LONG-TERM LIABILITIES		—		1,081,440
COMMITMENTS AND CONTINGENCIES		—		—
SHAREHOLDERS’ EQUITY
Common stock, $.01 par value per share; authorized 20,000,000 shares; 2,312,887 shares issued and outstanding at June 30,2021 and March 31, 2021		23,129		23,129
Additional paid-in capital		12,885,841		12,885,841
Accumulated Deficit		(8,177,773)		(8,192,414)
TOTAL SHAREHOLDERS’ EQUITY		4,731,197		4,716,556
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	7,633,978	$	7,495,354

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended June 30,
	2021		2020
Net sales	$	4,667,998	$	2,940,768
Cost of goods sold		3,409,673		1,863,625
GROSS PROFIT		1,258,325		1,077,143
Selling, general and administrative expense		1,133,139		986,669
Research and development expense		101,056		133,918
Operating income (loss)		24,130		(43,444)
Other expense:
Interest expense		(9,489)		(35,538)
NET INCOME (LOSS)	$	14,641	$	(78,982)
Earnings (Loss) per share:
Basic and diluted	$	0.01	$	(0.03)
Shares used in computing Earnings (Loss) per share:
Weighted average basic and diluted shares outstanding		2,312,887		2,312,887

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

THREE MONTHS ENDED JUNE 30, 2021

(Unaudited)

				Additional
	Common	Stock		Paid-In		Accumulated
	Shares	Amount		Capital		Deficit		Total
Balance at April 1, 2021	2,312,887	$	23,129	$	12,885,841	$	(8,192,414)	$	4,716,556
Net income	—		—		—		14,641		14,641
Balance at June 30, 2021	2,312,887	$	23,129	$	12,885,841	$	(8,177,773)	$	4,731,197

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

THREE MONTHS ENDED JUNE 30, 2020

(Unaudited)

				Additional
	Common	Stock		Paid-In		Accumulated
	Shares	Amount		Capital		Deficit		Total
Balance at April 1, 2020	2,312,887	$	23,129	$	12,885,841	$	(8,460,757)	$	4,448,213
Net loss	—		—		—		(78,982)		(78,982)
Balance at June 30, 2020	2,312,887	$	23,129	$	12,885,841	$	(8,539,739)	$	4,369,231

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended June 30,
	2021		2020
OPERATING ACTIVITIES:
Net Income (Loss)	$	14,641	$	(78,982)
Adjustments to reconcile net Income (Loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		1,923		2,669
Changes in operating assets and liabilities:
(Increase) Decrease in accounts receivable and amounts due from factor		(321,292)		596,652
Decrease in inventories, prepaid expenses, and other		27,731		465,639
Increase (Decrease) in accounts payable and accrued expenses		80,385		(238,958)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES		(196,612)		747,020
FINANCING ACTIVITIES:
Net borrowing (repayment) of Line of Credit - Factor		86,379		(783,980)
Note payable - Commercial Bank		—		221,400
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		86,379		(562,580)
NET (DECREASE) INCREASE IN CASH		(110,233)		184,440
Cash at beginning of period		160,604		93,794
CASH AT END OF PERIOD	$	50,371	$	278,234
SUPPLEMENTAL INFORMATION:
Interest paid	$	9,489	$	35,538
Income taxes paid		—		—
Supplemental disclosures of non-cash activities:
Conversion of trade accounts payable to note payable	$	—	$	1,081,440

The accompanying notes are an integral part of these condensed consolidated financial statements.

7

UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Statement of Management

The condensed consolidated financial statements include the accounts of Universal Security Instruments, Inc. (USI or the Company) and its wholly-owned subsidiary. Except for the condensed consolidated balance sheet as of March 31, 2021, which was derived from audited financial statements, the accompanying condensed consolidated financial statements are unaudited. Significant inter-company accounts and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the interim condensed consolidated financial statements include all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the results for the interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (US-GAAP) have been condensed or omitted. The interim condensed consolidated financial statements should be read in conjunction with the Company’s March 31, 2021 audited financial statements filed with the Securities and Exchange Commission on Form 10-K as filed on July 8, 2021. The interim operating results are not necessarily indicative of the operating results for the full fiscal year.

Liquidity and Management Plans

As the Company previously reported, on August 31, 2020, the Company received a letter from NYSE American LLC (the “Exchange”) stating that the Exchange has determined that the Company is not in compliance with the Exchange’s continued listing requirements as the result of the Company’s failure to maintain stockholders’ equity of $6.0 million after reporting losses from continuing operations and/or net losses in its five most recent fiscal years. On September 23, 2020, the Company submitted to the Exchange the Company’s plan (the “Plan”) of actions the Company has taken or will take to regain compliance with the continued listing standards by February 28, 2022 (the “Plan Period”). On November 5, 2020, the Company received a letter from the Exchange advising the Company that the Exchange has accepted the Plan and granted the Plan Period through February 28, 2022. The Exchange will review the Company periodically to determine whether the Company is making progress consistent with the Plan. The Company is working diligently to execute its Plan to regain compliance with the Exchange’s continued listing requirements.

As our products are sold primarily to the construction industry and do-it-yourself centers, restrictions and limitations imposed by the COVID-19 pandemic have had an impact on the Company’s sales.  We are not yet able to quantify the full impact of the COVID-19 pandemic on our sales and financial results, but we believe that sales were negatively impacted by delays in freight forwarding from ports of entry in California due to delays related to issues with COVID-19. Our sales growth in the current period ended June 30, 2021 was due to sales of products to large national retailers which purchased certain of our models as an in-store test.

Our short-term borrowings to finance any operating losses, trade accounts receivable, and foreign inventory purchases are provided pursuant to the terms of its Factoring Agreement with Merchant Factors Corporation (Merchant or Factor).  Borrowings under the Factoring Agreement bear interest at prime plus 2% and are secured by trade accounts receivable and inventory.  Advances from Merchant are at the sole discretion of Merchant based on Merchant’s assessment of the Company’s receivables, inventory and financial condition at the time of each request for an advance. The unused availability of this facility totaled approximately $2,428,000 at June 30, 2021. At August 19, 2021 the unused availability of this facility was approximately $223,000. The decrease in availability resulted from increased purchases of inventory to support sales orders expected to ship in the quarter ending September 30, 2021. We anticipate that our availability will increase as sales are recorded in the fulfillment of the outstanding sales orders. We anticipate that the availability provided from Merchant based on increased sales and the ability to borrow on the value of inventory will provide sufficient working capital for the next twelve months following the date of this report.

8

The Company has a history of sales that are insufficient to generate profitable operations, and has limited sources of financing. Management’s plan in response to these conditions includes increasing sales resulting from the delivery of our line of sealed battery ionization smoke alarms, carbon monoxide products, and ground fault circuit interrupters. The Company has seen positive results on this plan due to increased sales of its product offerings to major home improvement retailers. The increase in sales to major home improvement retailers has resulted in significant additional availability under the provisions of our facility with the Factor.  Management anticipates this sales growth to continue going forward. Though no assurances can be given, if management’s plan continues to be successful over the next twelve months, we anticipate that the Company should be able to meet its cash needs for the next twelve months following the issuance date of this report. Cash flows and credit availability are expected to be adequate to fund operations for one year from the issuance date of this report.

Line of Credit – Factor

On January 15, 2015, the Company entered into the Factoring Agreement (the Agreement) with Merchant for the purpose of factoring the Company’s trade accounts receivable and to provide financing secured by finished goods inventory. Under the Agreement the Company may borrow eighty percent (80%) of eligible accounts receivable. Additional funding, characterized by Merchant as an over advance, may be provided up to one hundred percent (100%) of eligible accounts receivable. The over advance portion, if any, may not exceed fifty percent (50%) of eligible inventory up to a maximum of $500,000. The Agreement has been extended and now expires on January 6, 2022, and provides for continuation of the program for successive two year periods until terminated by one of the parties to the Agreement. As of June 30, 2021, the Company had borrowings under the Agreement of approximately $105,000, and the Company had availability under the Agreement of approximately $2,428,000. Advances on factored trade accounts receivable are secured by all of the Company’s trade accounts receivable and inventories, are repaid periodically as collections are made by Merchant but are otherwise due upon demand, and bear interest at the prime commercial rate of interest, as published, plus two percent (Effective rate 5.25% at June 30, 2021). Advances under the factoring agreement are made at the sole discretion of Merchant, based on their assessment of the receivables, inventory and our financial condition at the time of each request for an advance.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with US-GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates.

Revenue Recognition

The Company’s primary source of revenue is the sale of safety and security products based upon purchase orders or contracts with customers. Revenue is recognized at a point in time once the Company has determined that the customer has obtained control over the product. Control is typically deemed to have been transferred to the customer when the product is shipped or delivered to the customer. Customers may not return, exchange or refuse acceptance of goods without our approval. Generally, the Company does not grant extended payment terms. Shipping and handling costs associated with outbound freight, after control over a product has transferred to a customer, are accounted for as a fulfillment cost and are recorded in selling, general and administrative expense.

The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for products sold. Revenue is recorded at the transaction price net of estimates of variable consideration. The Company uses the expected value method based on historical data in considering the impact of estimates of variable consideration, which may include trade discounts, allowances, product returns (including rights of return) or warranty replacements. Estimates of variable consideration are included in revenue to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur.

We have established allowances to cover anticipated doubtful accounts based upon historical experience.

9

Disaggregation of Revenue

The Company presents below revenue associated with sales of products acquired from the Eyston Company Ltd. for separately from revenue associated with sales of ground fault circuit interrupters (GFCI’s) and ventilation fans. The Company believes this disaggregation best depicts how our various product lines perform and are affected by economic factors.  Revenue recognized by these categories for the three months ended June 30, 2021 and 2020 are as follows:

	Three months ended
	June 30, 2021		June 30, 2020
Sales of products acquired from Eyston Company Ltd	$	4,267,291	$	2,454,835
Sales of GFCI’s and ventilation fans		400,707		485,933
	$	4,667,998	$	2,940,768

Concentrations

The Company is primarily a distributor of safety products for use in home and business under both its trade names and private labels for other companies. The Company acquires all of the smoke alarm and carbon monoxide alarm safety products that it sells from Eyston Company, Ltd. In addition, the Company had two customers in the fiscal quarter ended June 30, 2021 that represented 13.9% and 10.1% of the Company's net sales.

Receivables

Receivables are recorded when the Company has an unconditional right to consideration. We have established allowances to cover anticipated doubtful accounts based upon historical experience.

Remaining Performance Obligations

Remaining performance obligations represent the transaction price of firm orders for satisfied or partially satisfied performance obligations on contracts with an original expected duration of one year or more. The Company’s contracts are predominantly short-term in nature with a contract term of one year or less. For those contracts, the Company has utilized the practical expedient in ASC Topic 606 exempting the Company from disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less.

Income Taxes

We calculate our interim tax provision in accordance with the guidance for accounting for income taxes in interim periods. We estimate the annual effective tax rate and apply that tax rate to our ordinary quarterly pre-tax income. The tax expense or benefit related to discrete events during the interim period is recognized in the interim period in which those events occurred.

The Company recognizes a liability or asset for the deferred tax consequences of temporary differences between the tax basis of assets or liabilities and their reported amounts in the condensed consolidated financial statements. These temporary differences may result in taxable or deductible amounts in future years when the reported amounts of the assets or liabilities are recovered or settled. The deferred tax assets are reviewed periodically for recoverability and a valuation allowance is provided whenever it is more likely than not that a deferred tax asset will not be realized. After a review of projected taxable income and the components of the deferred tax asset in accordance with applicable accounting guidance it was determined that it is more likely than not that the tax benefits associated with the remaining components of the deferred tax assets will not be realized. This determination was made based on the Company’s history of losses from operations and the uncertainty as to whether the Company will generate sufficient taxable income to use the deferred tax assets prior to their expiration. Accordingly, a valuation allowance was established to fully offset the value of the deferred tax assets. Our ability to realize the tax benefits associated with the deferred tax assets depends primarily upon the timing of future taxable income and the expiration dates of the components of the deferred tax assets. If sufficient future taxable income is generated, we may be able to offset a portion of future tax expenses.

10

The Company follows ASC 740-10 which provides guidance for tax positions related to the recognition and measurement of a tax position taken or expected to be taken in a tax return and requires that we recognize in our condensed consolidated financial statements the impact of a tax position, if that position is more likely than not to be sustained upon an examination, based on the technical merits of the position.  Interest and penalties, if any, related to income tax matters are recorded as income tax expenses.

Accounts Receivable and Amount Due From Factor

The Company assigns the majority of its short-term receivables arising in the ordinary course of business to our factor. At the time a receivable is assigned to our factor the credit risk associated with the credit worthiness of the debtor is assumed by the factor. The Company continues to bear any credit risk associated with delivery or warranty issues related to the products sold.

Management assesses the credit risk of both its trade accounts receivable and its financing receivables based on the specific identification of accounts that have exceeded credit terms. An allowance for uncollectible receivables is provided based on that assessment. Changes in the allowance account are charged to operations in the period the change is determined. Amounts ultimately determined to be uncollectible are eliminated from the receivable accounts and from the allowance account in the period that the receivables’ status is determined to be uncollectible.

Based on the nature of the factoring agreement and prior experience, no allowance related to Amounts Due from Factor has been provided. At June 30, 2021 and March 31, 2021, an allowance of approximately $157,000 has been provided for uncollectible trade accounts receivable.

Earnings (Loss) per Common Share

Basic earnings (loss) per common share is computed based on the weighted average number of common shares outstanding during the periods presented. Diluted earnings (loss) per common share is computed based on the weighted average number of common shares outstanding plus the effect of stock options and other potentially dilutive common stock equivalents. The dilutive effect of stock options and other potentially dilutive common stock equivalents is determined using the treasury stock method based on the Company’s average stock price. There were no potentially dilutive common stock equivalents outstanding during the three month period ended June 30, 2021 or 2020. As a result, basic and diluted weighted average common shares outstanding are identical for the three months ended June 30, 2021 and 2020.

Contingencies

From time to time, the Company is involved in various claims and routine litigation matters. In the opinion of management, after consultation with legal counsel, the outcomes of such matters are not anticipated to have a material adverse effect on the Company’s condensed consolidated financial position, results of operations, or cash flows in future years.

Note Payable - Eyston Company Ltd.

Effective March 31, 2020 the Company sold its fifty percent ownership interest in the Hong Kong Joint Venture. On April 19, 2020, the Company converted $1,081,440 of trade accounts payable due to the Hong Kong Joint Venture to an unsecured long-term note payable. Interest is based on the Shanghai Commercial Bank Limited in Hong Kong US Dollar prime rate published on the first day of each calendar month plus 2% (5.25% effective rate at June 30, 2021) and is payable monthly. The principal balance of $1,081,440 is due and payable on April 19, 2022.

Leases

The Company is a lessee in lease agreements for office space.   Certain of the Company’s leases contain provisions that provide for one or more options to renew at the Company’s sole discretion.  The Company’s leases are comprised of fixed lease payments, with its real estate leases including lease payments subject to a rate or index which may be variable.  Certain real estate leases also include executory costs such as common area maintenance (non-lease component).  As a practical expedient permitted under Accounting Standards Codification "ASC" 842, the Company has elected to account

11

for the lease and non-lease components as a single lease component.  Lease payments, which may include lease components and non-lease components, are included in the measurement of the Company’s lease liabilities to the extent that such payments are either fixed amounts or variable lease amounts based on a rate or index (fixed in substance) as stipulated in the lease contract.

None of the Company’s lease agreements contain any residual value guarantees or material restrictive covenants. As a result of the Company’s election of the package of practical expedients permitted within ASC 842, which among other things, allows for the carryforward of historical lease classification, all of the Company’s lease agreements in existence at the date of adoption that were classified as operating leases under ASC 840 have been classified as operating leases under ASC 842. Lease expense for payments related to the Company’s operating leases is recognized on a straight-line basis over the related lease term, which includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

Right-of-use assets represent the Company’s right to use an underlying asset during the lease term and lease liabilities represent the Company’s obligation to make lease payments as specified in the lease. Right-of-use assets and lease liabilities related to the Company’s operating leases are recognized at the lease commencement date based on the present value of the remaining lease payments over the lease term and amounted to approximately $485,000 at the date of adoption. When the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available surrounding the Company’s borrowing rates at the lease commencement date in determining the present value of lease payments. The right-of use asset also includes any lease payments made at or before lease commencement less any lease incentives. As of June 30, 2021, the Company had right-of-use assets of $128,341 and lease liabilities of $128,341 related to its operating leases. Right-of-use assets are included in property and equipment, net, on the condensed consolidated balance sheet and lease liabilities related to the Company’s operating leases are included in short-term and long-term lease liability on the condensed consolidated balance sheet. As of June 30, 2021 the Company’s weighted-average remaining lease term and weighted-average discount rate related to its operating leases were .75 years and 6.0%, respectively. During the three months ended June 30, 2021, the cash paid for amounts included in the measurement of lease liabilities related to the Company’s operating leases was $42,781, which is included as an operating cash outflow within the  condensed consolidated statements of cash flows. During the three months ended June 30, 2021, the Company did not enter into any material lease agreements set to commence in the future and there were no newly leased assets for which a right-of use asset was recorded in exchange for a new lease liability.

The future minimum payments under operating leases were as follows at June 30, 2021 for the fiscal year ending March 31, 2022:

2022 $ 131,850

Total operating lease payments	$	131,850
Less: amounts representing interest		(3,509)
Present value of net operating lease payments	$
Less: current portion		128,341
Long-term portion of operating lease obligations	$	—

Recently Adopted Accounting Standards

Changes to US-GAAP are established by the Financial Accounting Standards Board (FASB) in the form of Accounting Standards Updates (ASU's) to the FASB's Accounting Standards Codification. The Company considers the applicability and impact of all ASU's. Management determined that recently issued ASU's did not have a material impact on the consolidated financial statements at June 30, 2021.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

As used throughout this Report, “we,” “our,” “the Company” “USI” and similar words refers to Universal Security Instruments, Inc.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains certain forward-looking statements reflecting our current expectations with respect to our operations, performance, financial condition, and other developments.  These forward-looking statements may generally be identified by the use of the words “may”, “will”, “believes”, “should”, “expects”, “anticipates”, “estimates”, and similar expressions.  These statements are necessarily estimates reflecting management’s best judgment based upon current information and involve a number of risks and uncertainties.  We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made, and readers are advised that various factors could affect our financial performance and could cause our actual results for future periods to differ materially from those anticipated or projected.  While it is impossible to identify all such factors, such factors include, but are not limited to, those risks identified in our periodic reports filed with the Securities and Exchange Commission.

OVERVIEW

We are in the business of marketing and distributing safety and security products.  Our financial statements detail our sales and other operational results for the three month periods ended June 30, 2021 and 2020.

In light of the shutdowns, quarantines and other restrictions and delays in operations and travel caused by or related to COVID-19 in Hong Kong, the PRC and the United States, the Company has experienced delays in shipping and receiving of products.

As the Company’s products are sold primarily to the construction industry and do-it-yourself centers, restrictions and limitations imposed by the COVID-19 pandemic have had a negative impact on the Company’s sales.  The Company is not yet able to quantify the full impact of the COVID-19 pandemic on its sales and financial results.

The Company has developed products based on new smoke and gas detection technologies, with what the Company believes are improved sensing technology and product features.  Most of our new technologies and features have been trademarked under the trade name IoPhic.

Changes in international trade duties and other aspects of international trade policy, both in the U.S. and abroad, could materially impact the cost of our products.  All of our products are imported from the Peoples Republic of China (PRC).  To date, only certain of our products such as Carbon Monoxide and Photoelectric alarms, and USB devices, have been subjected to tariffs of 25%.   We are monitoring these developments and will determine our strategies as additional information becomes available.  Any increase in tariffs that is not offset by an increase in our sales prices could have an adverse effect on our business, financial position, results of operations or cash flows.

RESULTS OF OPERATIONS

Three Months Ended June 30, 2021 and 2020

Sales.  Net sales for the three months ended June 30, 2021 were $4,667,998 compared to $2,940,768 for the comparable three months in the prior year, an increase of $1,727,230 (58.7%).    Sales increased principally due to increased sales to large national retailers.

Gross Profit Margin.  Gross profit margin is calculated as net sales less cost of goods sold expressed as a percentage of net sales.  Our gross profit margin was 27.0% and 36.6% of sales for the quarters ended June 30, 2021 and 2020, respectively. Gross profit margins for the period ended June 30, 2021 were negatively impacted by higher supply chain costs including customs and port material handling costs and higher freight costs. In the prior year the Company was

13

assessed and paid tariffs on imported products that were subsequently determined not to be subject to the tariffs. Accordingly, gross margins for the period ended June 30, 2020, reflect refunds of tariff costs.

Expenses.  Selling, general and administrative expenses were $1,133,139 for the three months ended June 30, 2021, compared to $986,669 for the comparable three months in the prior year.  As a percentage of net sales, these expenses decreased to 24.3% for the three month period ended June 30, 2021, from 33.6% for the 2020 period.  These expenses decreased as a percentage of net sales since selling, general, and administrative expenses do not fluctuate in direct proportion to sales. These expenses increased as a dollar amount due to increases in insurance, commissions, and freight expense.

Research and development expenses were $101,056 for the three month period ended June 30, 2021 compared to $133,918 for the comparable quarter of the prior year, a decrease of $32,862 (24.5%).  The primary reason for the decrease is lower amounts paid to engineering consultants for services towards meeting revised smoke alarm testing standards.

Interest Expense.  Our interest expense was $9,489 for the quarter ended June 30, 2021, compared to interest expense of $35,538 for the quarter ended June 30, 2020.  Interest expense is primarily dependent upon the total amounts borrowed on average from the Factor, and on interest rates which vary with the prime rate of interest.

Net Income (Loss).  We reported net income of $14,641 for the quarter ended June 30, 2021, compared to a net loss of $78,982 for the corresponding quarter of the prior fiscal year, a $93,623 (118.5%) decrease in the net loss.  The primary reason for the increase in net income is higher sales to large national retailers.

Management Plans and Liquidity

As the Company previously reported, on August 31, 2020, the Company received a letter from NYSE American LLC (the “Exchange”) stating that the Exchange has determined that the Company is not in compliance with the Exchange’s continued listing requirements as the result of the Company’s failure to maintain stockholders’ equity of $6.0 million after reporting losses from continuing operations and/or net losses in its five most recent fiscal years.   On September 23, 2020, the Company submitted to the Exchange the Company’s plan (the “Plan”) of actions the Company has taken or will take to regain compliance with the continued listing standards by February 28, 2022 (the “Plan Period”).  On November 5, 2020, the Company received a letter from the Exchange advising the Company that the Exchange has accepted the Plan and granted the Plan Period through February 28, 2022.  The Exchange will review the Company periodically to determine whether the Company is making progress consistent with the Plan. The Company is working diligently to execute its Plan to regain compliance with the Exchange’s continued listing requirements.

As our products are sold primarily to the construction industry and do-it-yourself centers, restrictions and limitations imposed by the COVID-19 pandemic have had an impact on the Company’s sales.  We are not yet able to quantify the full impact of the COVID-19 pandemic on our sales and financial results, but we believe that sales were negatively impacted by delays in freight forwarding from ports of entry in California due to delays related to issues with COVID-19.    Our sales growth in the current period ended June 30, 2021 was due to sales of products to large national retailers which purchased certain of our models as an in-store test.

Our short-term borrowings to finance any operating losses, trade accounts receivable, and foreign inventory purchases are provided pursuant to the terms of its Factoring Agreement with Merchant Factors Corporation (Merchant or Factor).  Borrowings under the Factoring Agreement bear interest at prime plus 2% and are secured by trade accounts receivable and inventory.  Advances from Merchant are at the sole discretion of Merchant based on Merchant’s assessment of the Company’s receivables, inventory and financial condition at the time of each request for an advance. The unused availability of this facility totaled approximately $2,428,000 at June 30, 2021. At August 19, 2021 the unused availability of this facility was approximately $223,000. The decrease in availability resulted from increased purchases of inventory to support sales orders expected to ship in the quarter ending September 30, 2021. We anticipate that our availability will increase as sales are recorded in the fulfillment of the outstanding sales orders. We anticipate that the availability provided from Merchant based on increased sales and the ability to borrow on the value of inventory will provide sufficient working capital for the next twelve months following the date of this report.

14

The Company has a recent history of sales that are insufficient to generate profitable operations, and has limited sources of financing.  Management’s plan in response to these conditions includes increasing sales resulting from the delivery of our line of sealed battery ionization smoke alarms, carbon monoxide products, and ground fault circuit interrupters.  The Company has seen positive results on this plan due to increased sales of its product offerings to major home improvement retailers. The increase in sales to major home improvement retailers has resulted in significant additional availability under the provisions of our facility with the Factor.  Management anticipates this sales growth to continue going forward. Though no assurances can be given, if management’s plan continues to be successful over the next twelve months, we anticipate that the Company should be able to meet its cash needs for the next twelve months following the issuance date of this report. Cash flows and credit availability are expected to be adequate to fund operations for one year from the issuance date of this report.

In light of the shutdowns, quarantines and other restrictions and delays in operations and travel caused by or related to COVID-19 in Hong Kong, the PRC and the United States, the Company has experienced delays in shipping and receiving of products.

Operating activities used cash of $196,612 for the three months ended June 30, 2021.  This was primarily due to a increase in accounts receivable and amounts due from factor of $321,292, and offset by a decrease in inventories, prepaid expenses and other of $27,731, and an increase in accounts payable and accrued expenses of $80,385, and net income of $14,641.   Operating activities provided cash of $747,020 for the three months ended June 30, 2020.  This was primarily due to a decrease in accounts receivable and amounts due from factor of $596,652, a decrease in inventories, prepaid expenses and other of $465,639, and offset by a decrease in accounts payable and accrued expenses of $238,958, and a net loss of $78,982.

There were no investing activities for the three months ended June 30, 2021 or 2020.

Financing activities provided cash of $86,379 and used cash of $562,580 during the three months ended June 30, 2021 and 2020, respectively, which is comprised of borrowings net of advances from the factor of $86,379 for the three months ended June 30, 2021, and repayments, net of advances of $783,980 from the factor for the period ended June 30, 2020.  In addition, the Company received loan proceeds of approximately $221,000 in the period ended June 30, 2020 for a paycheck protection program under the CARES Act.

CRITICAL ACCOUNTING POLICIES

In the notes to the consolidated financial statements, and in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Form 10-K, we have disclosed those accounting policies that we consider to be significant in determining our results of Operations and financial condition. There have been no material changes to those policies that we consider to be significant since the filing of our Form 10-K. The accounting principles used in preparing our unaudited condensed consolidated financial statements conform in all material respects to accounting principles generally accepted in the U.S.

ITEM 4.CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain a system of disclosure controls and procedures (as such item is defined in Rules 13a – 15(e) and 15d – 15(e) of the Exchange Act) that is designed to provide reasonable assurance that information, which is required to be disclosed by us in the reports that we file or submit under the Securities and Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and is accumulated and communicated to management in a timely manner.  Our Chief Executive Officer and Chief Financial Officer have evaluated this system of disclosure controls and procedures in accordance with applicable Securities and Exchange Commission guidance as of the end of the period covered by this quarterly report, and have concluded that disclosure controls and procedures were effective.

15

Changes in Internal Control over Financial Reporting

There have not been any changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, the Company is involved in various lawsuits and legal matters. It is the opinion of management, based on the advice of legal counsel, that these matters will not have a material adverse effect on the Company’s financial statements.

16

ITEM 6. EXHIBITS

Exhibit No.
3.1	Articles of Incorporation (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 1988, File No. 1-31747)
3.2	Articles Supplementary, filed October 14, 2003 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed October 31, 2002, file No. 1-31747)
3.3	Bylaws, as amended (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed July 13, 2011, File No. 1-31747)
10.1	2011 Non-Qualified Stock Option Plan (incorporated by reference to the Company’s Proxy Statement with respect to the Company’s 2011 Annual Meeting of Shareholders, filed July 26, 2011, File No. 1-31747)
10.2	Discount Factoring Agreement between the Registrant and Merchant Factors Corp., dated January 6, 2015 (substantially identical agreement entered into by USI’s wholly-owned subsidiary, USI Electric, Inc.) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 16, 2015, file No. 1-31747)
10.3	Lease between Universal Security Instruments, Inc. and St. John Properties, Inc. dated November 4, 2008 for its office and warehouse located at 11407 Cronhill Drive, Suites A-D, Owings Mills, Maryland 21117 (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2008, File No. 1-31747)
10.4	Amendment to Lease between Universal Security Instruments, Inc. and St. John Properties, Inc. dated June 23, 2009 (incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the year ended March 31, 2009, File No. 1-31747)
10.5	Amended and Restated Employment Agreement dated July 18, 2007 between the Company and Harvey B. Grossblatt (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2007, File No. 1-31747), as amended by Addendum dated November 13, 2007 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed November 15, 2007, File No. 1-31747), by Addendum dated September 8, 2008 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 8, 2008, File No. 1-31747), by Addendum dated March 11, 2010 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 12, 2010, File No. 1-31747), by Addendum dated July 19, 2012 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 20, 2012, File No. 1-31747), by Addendum dated July 3, 2013 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 8, 2013, File No. 1-31747), and by Addendum dated July 21, 2014 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 21, 2014, File No. 1-31747) ), by addendum dated July 23, 2015 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 28, 2015, File No. 1-31747), by addendum dated July 12, 2016 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 12, 2016, File No. 1-31747), by addendum dated July 18, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 20, 2017, File No. 1-31747), and by addendum dated July 9, 2018 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 9, 2018, File No. 1-31747), and by addendum dated July 12, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 16, 2019, file No. 1-31747), and by addendum dated July 27, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 27, 2020, file No. 1-31747). and by addendum dated July 18, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 28, 2021, file No. 1-31747),
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer*
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer*
32.1	Section 1350 Certifications*
99.1	Press Release dated August 19, 2021*

17

101

Interactive data files providing financial information from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 in XBRL (eXtensible Business Reporting Language) pursuant to Rule 405 of Regulation S-T: (i) Condensed Consolidated Balance Sheets as of June 30, 2021 and March 31, 2021, (ii) Condensed Consolidated Statements of Operations for the three months ended June 30, 2021 and 2020, (iii) Condensed Consolidated Statements of Cash Flows for the three months ended June 30, 2021 and 2020, (v) Condensed Consolidated Statements of Shareholders’ Equity for the three months ended June 30, 2021 and 2020, and (vi) Notes to Condensed Consolidated Financial Statements*

104

Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

*Filed herewith

18

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	UNIVERSAL SECURITY INSTRUMENTS, INC.
	(Registrant)
Date: August 19, 2021	By:	/s/ Harvey B. Grossblatt
		Harvey B. Grossblatt
		President, Chief Executive Officer
	By:	/s/ James B. Huff
		James B. Huff
		Vice President, Chief Financial Officer

19

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Harvey B. Grossblatt, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Universal Security Instruments, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4.The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent function):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

August 19, 2021	/s/ Harvey B. Grossblatt
	Harvey B. Grossblatt
	Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, James B. Huff, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Universal Security Instruments, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4.The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent function):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

August 19, 2021	/s/ James B. Huff
	James B. Huff
	Chief Financial Officer

EX-32.1

Exhibit 32.1

SECTION 1350 CERTIFICATIONS

In connection with the Quarterly Report of Universal Security Instruments, Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2021 as filed with the Securities and Exchange Commission and to which this Certification is an exhibit (the “Report”), the undersigned hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company for the periods reflected therein.

August 19, 2021	/s/ Harvey B. Grossblatt
	Harvey B. Grossblatt
	Chief Executive Officer
	/s/ James B. Huff
	James B. Huff
	Chief Financial Officer

EX-99.1

Exhibit 99.1

For Immediate Release

Contact: Harvey Grossblatt, CEO

Universal Security Instruments, Inc.

(410) 363-3000, Ext. 224

or

Zachary Mizener

Lambert & Co.

(315) 529-2348

Universal Security Instruments Reports First-Quarter Results

OWINGS MILLS, Md. August 19, 2021 - Universal Security Instruments, Inc. (NYSE Amex: UUU) today announced results for its fiscal quarter ended June 30, 2021.

The Company reported that sales increased approximately 58.7% to $4,667,998 for the quarter ended June 30, 2021, versus $2,940,768 for the comparable period of last year.  The Company reported net income of $14,641, or $0.01 per basic and diluted share, compared to a net loss of $78,982, or $(0.03) per basic and diluted share, for the same period last year.

“Universal is pleased to return to profitability for it first quarter despite the supply chain and transportation cost issues which are continuing. We are working with our suppliers and customers to mitigate these issues as much as possible.” said Harvey Grossblatt - President and CEO.

UNIVERSAL SECURITY INSTRUMENTS, INC. is a U.S.-based manufacturer  and distributor of safety and security devices. Founded in 1969, the Company has an over 52-year heritage of developing innovative and easy-to-install products, including smoke, fire and carbon monoxide alarms.  For more information on Universal Security Instruments, visit our website at www.universalsecurity.com.

"Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Certain matters discussed in this news release may constitute forward-looking statements within the meaning of the federal securities laws that inherently include certain risks and uncertainties.  Actual results could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors, including, among other items, currency fluctuations, the impact of current and future laws and governmental regulations affecting us and other factors which may be identified from time to time in our Securities and Exchange Commission filings and other public announcements.  We do not undertake and specifically disclaim any obligation to update any forward-looking statements to reflect occurrence of anticipated or unanticipated events or circumstances after the date of such statements.  We will revise our outlook from time to time and frequently will not disclose such revisions publicly.

-- more --

Universal/Page 2

UNIVERSAL SECURITY INSTRUMENTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended June 30,
	2021		2020
Sales	$	4,667,998	$	2,940,768
Net income (loss):		14,641		(78,982)
Net Income (loss) per share – basic and diluted		0.01		(0.03)
Weighted average number of common shares outstanding:
Basic and diluted		2,312,887		2,312,887

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

ASSETS
	June 30, 2021		June 30, 2020
Cash	$	50,371	$	278,234
Accounts receivable and amount due from factor		2,904,755		1,849,881
Inventory		4,106,328		4,620,029
Prepaid expense		383,833		151,436
TOTAL CURRENT ASSETS		7,445,287		6,899,580
PROPERTY, EQUIPMENT AND INTANGIBLE ASSETS–NET		184,691		354,098
OTHER ASSETS		4,000		4,000
TOTAL ASSETS	$	7,633,978	$	7,257,678
LIABILITIES AND SHAREHOLDERS’ EQUITY
Line of credit – factor	$	105,283	$	777,685
Note payable – Eyston Company Ltd.		1,081,440		—
Note payable - bank		—		221,400
Short-term portion of operating lease liability		128,341		161,655
Accounts payable and accrued expenses		1,404,569		302,683
Accrued liabilities		183,148		214,440
TOTAL CURRENT LIABILITIES		2,902,781		1,677,863
NOTE PAYABLE – Eyston Company Ltd.		—		1,081,440
LONG TERM OPERATING LEASE LIABILITY		—		129,144
TOTAL LONG-TERM LIABILITIES		—		1,210,584
SHAREHOLDERS’ EQUITY:
Common stock, $.01 par value per share; authorized 20,000,000 shares; issued and outstanding 2,312,887 at June 30, 2021 and 2020		23,129		23,129
Additional paid-in capital		12,885,841		12,885,841
Accumulated Deficit		(8,177,773)		(8,539,739)
TOTAL SHAREHOLDERS’ EQUITY		4,731,197		4,369,231
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	7,633,978	$	7,257,678

XML

Document And Entity Information - shares	3 Months Ended
	Jun. 30, 2021	Aug. 19, 2021
Document And Entity Information
Document Type	10-Q
Document Period End Date	Jun. 30, 2021
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-31747
Entity Registrant Name	UNIVERSAL SECURITY INSTRUMENTS INC
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	52-0898545
Entity Address, Address Line One	11407 Cronhill Drive
Entity Address, Address Line Two	Suite A
Entity Address, City or Town	Owings Mills
Entity Address, Country	MD
Entity Address, Postal Zip Code	21117
City Area Code	410
Local Phone Number	363-3000
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		2,312,887
Entity Central Index Key	0000102109
Current Fiscal Year End Date	--03-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Amendment Flag	false
Trading Symbol	UUU
Title of 12(b) Security	Common Stock
Security Exchange Name	NYSE

XML

CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2021	Mar. 31, 2021
CURRENT ASSETS
Cash	$ 50,371	$ 160,604
Accounts receivable:
Trade, less allowance for doubtful accounts	386,855	653,172
Other Receivables	107,478
Receivables from employees	5,855	5,000
Accounts, Notes, Loans and Financing Receivable, Net, Current	500,188	658,172
Amount due from factor	2,404,567	1,925,291
Inventories - finished goods	4,106,328	4,181,193
Prepaid expenses	383,833	336,699
TOTAL CURRENT ASSETS	7,445,287	7,261,959
INTANGIBLE ASSETS - NET	43,599	44,717
PROPERTY AND EQUIPMENT - NET	141,092	184,678
OTHER ASSETS	4,000	4,000
TOTAL ASSETS	7,633,978	7,495,354
CURRENT LIABILITIES
Line of credit - factor	105,283	18,904
Note payable - Eyston Company Ltd	1,081,440
Short-term portion of operating lease liability	128,341	171,122
Accounts payable - trade	404,658	509,561
Accounts payable - Eyston Company Ltd.	999,911	755,148
Accrued liabilities:
Accrued payroll and employee benefits	80,536	103,381
Accrued commissions and other	102,612	139,242
TOTAL CURRENT LIABILITIES	2,902,781	1,697,358
NOTE PAYABLE - Eyston Company Ltd.		1,081,440
TOTAL LONG-TERM LIABILITIES		1,081,440
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Common stock, $.01 par value per share; 20,000,000 shares authorized, 2,312,887 shares issued and outstanding at March 31, 2021 and 2020	23,129	23,129
Additional paid-in capital	12,885,841	12,885,841
Accumulated Deficit	(8,177,773)	(8,192,414)
TOTAL SHAREHOLDERS' EQUITY	4,731,197	4,716,556
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 7,633,978	$ 7,495,354

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2021	Mar. 31, 2021
CONSOLIDATED BALANCE SHEETS
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	2,312,887	2,312,887
Common stock, shares outstanding	2,312,887	2,312,887

XML

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
CONSOLIDATED STATEMENTS OF OPERATIONS
Net sales	$ 4,667,998	$ 2,940,768
Cost of goods sold - other	3,409,673	1,863,625
GROSS PROFIT	1,258,325	1,077,143
Selling, general and administrative expense	1,133,139	986,669
Research and development expense	101,056	133,918
Operating income (loss)	24,130	(43,444)
Other income (expense):
Interest expense, net	(9,489)	(35,538)
NET INCOME (LOSS)	$ 14,641	$ (78,982)
Earnings (Loss) per share:
Basic and diluted	$ 0.01	$ (0.03)
Shares used in computing Earnings (Loss) per share:
Weighted average basic and diluted shares outstanding	2,312,887	2,312,887

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($)	3 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
NET INCOME (LOSS)	$ 14,641	$ (78,982)

XML

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total
Balance at Mar. 31, 2020	$ 23,129	$ 12,885,841	$ (8,460,757)	$ 4,448,213
Balance (in shares) at Mar. 31, 2020	2,312,887
Net Income (Loss)			(78,982)	(78,982)
Balance at Jun. 30, 2020	$ 23,129	12,885,841	(8,539,739)	4,369,231
Balance (in shares) at Jun. 30, 2020	2,312,887
Balance at Mar. 31, 2021	$ 23,129	12,885,841	(8,192,414)	4,716,556
Balance (in shares) at Mar. 31, 2021	2,312,887
Net Income (Loss)			14,641	14,641
Balance at Jun. 30, 2021	$ 23,129	$ 12,885,841	$ (8,177,773)	$ 4,731,197
Balance (in shares) at Jun. 30, 2021	2,312,887

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
OPERATING ACTIVITIES:
Net Income (Loss)	$ 14,641	$ (78,982)
Adjustments to reconcile net Income (Loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	1,923	2,669
Changes in operating assets and liabilities:
(Increase) Decrease in accounts receivable and amounts due from factor	(321,292)	596,652
Decrease in inventories, prepaid expenses, and other	27,731	465,639
Increase (Decrease) in accounts payable and accrued expenses	80,385	(238,958)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	(196,612)	747,020
FINANCING ACTIVITIES:
Net borrowing (repayment) of Line of Credit - Factor	86,379	(783,980)
Note payable - Commercial Bank		221,400
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	86,379	(562,580)
INCREASE (DECREASE) IN CASH	(110,233)	184,440
Cash at beginning of period	160,604	93,794
CASH AT END OF PERIOD	50,371	278,234
Supplemental information:
Interest paid	$ 9,489	35,538
Supplemental disclosures of non-cash activities:
Conversion of trade accounts payable to note payable		$ 1,081,440

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Statement of Management

3 Months Ended

Jun. 30, 2021

Statement of Management

Statement of Management

Statement of Management

The condensed consolidated financial statements include the accounts of Universal Security Instruments, Inc. (USI or the Company) and its wholly-owned subsidiary. Except for the condensed consolidated balance sheet as of March 31, 2021, which was derived from audited financial statements, the accompanying condensed consolidated financial statements are unaudited. Significant inter-company accounts and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the interim condensed consolidated financial statements include all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the results for the interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (US-GAAP) have been condensed or omitted. The interim condensed consolidated financial statements should be read in conjunction with the Company’s March 31, 2021 audited financial statements filed with the Securities and Exchange Commission on Form 10-K as filed on July 8, 2021. The interim operating results are not necessarily indicative of the operating results for the full fiscal year.

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Liquidity and Management Plans

3 Months Ended

Jun. 30, 2021

Liquidity and Management Plans

Liquidity and Management Plans

Liquidity and Management Plans

As the Company previously reported, on August 31, 2020, the Company received a letter from NYSE American LLC (the “Exchange”) stating that the Exchange has determined that the Company is not in compliance with the Exchange’s continued listing requirements as the result of the Company’s failure to maintain stockholders’ equity of $6.0 million after reporting losses from continuing operations and/or net losses in its five most recent fiscal years. On September 23, 2020, the Company submitted to the Exchange the Company’s plan (the “Plan”) of actions the Company has taken or will take to regain compliance with the continued listing standards by February 28, 2022 (the “Plan Period”). On November 5, 2020, the Company received a letter from the Exchange advising the Company that the Exchange has accepted the Plan and granted the Plan Period through February 28, 2022. The Exchange will review the Company periodically to determine whether the Company is making progress consistent with the Plan. The Company is working diligently to execute its Plan to regain compliance with the Exchange’s continued listing requirements.

As our products are sold primarily to the construction industry and do-it-yourself centers, restrictions and limitations imposed by the COVID-19 pandemic have had an impact on the Company’s sales.  We are not yet able to quantify the full impact of the COVID-19 pandemic on our sales and financial results, but we believe that sales were negatively impacted by delays in freight forwarding from ports of entry in California due to delays related to issues with COVID-19. Our sales growth in the current period ended June 30, 2021 was due to sales of products to large national retailers which purchased certain of our models as an in-store test.

Our short-term borrowings to finance any operating losses, trade accounts receivable, and foreign inventory purchases are provided pursuant to the terms of its Factoring Agreement with Merchant Factors Corporation (Merchant or Factor).  Borrowings under the Factoring Agreement bear interest at prime plus 2% and are secured by trade accounts receivable and inventory.  Advances from Merchant are at the sole discretion of Merchant based on Merchant’s assessment of the Company’s receivables, inventory and financial condition at the time of each request for an advance. The unused availability of this facility totaled approximately $2,428,000 at June 30, 2021. At August 19, 2021 the unused availability of this facility was approximately $223,000. The decrease in availability resulted from increased purchases of inventory to support sales orders expected to ship in the quarter ending September 30, 2021. We anticipate that our availability will increase as sales are recorded in the fulfillment of the outstanding sales orders. We anticipate that the availability provided from Merchant based on increased sales and the ability to borrow on the value of inventory will provide sufficient working capital for the next twelve months following the date of this report.

The Company has a history of sales that are insufficient to generate profitable operations, and has limited sources of financing. Management’s plan in response to these conditions includes increasing sales resulting from the delivery of our line of sealed battery ionization smoke alarms, carbon monoxide products, and ground fault circuit interrupters. The Company has seen positive results on this plan due to increased sales of its product offerings to major home improvement retailers. The increase in sales to major home improvement retailers has resulted in significant additional availability under the provisions of our facility with the Factor.  Management anticipates this sales growth to continue going forward. Though no assurances can be given, if management’s plan continues to be successful over the next twelve months, we anticipate that the Company should be able to meet its cash needs for the next twelve months following the issuance date of this report. Cash flows and credit availability are expected to be adequate to fund operations for one year from the issuance date of this report.

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Line of Credit - Factor

3 Months Ended

Jun. 30, 2021

Line of Credit - Factor

Line of Credit - Factor

Line of Credit – Factor

On January 15, 2015, the Company entered into the Factoring Agreement (the Agreement) with Merchant for the purpose of factoring the Company’s trade accounts receivable and to provide financing secured by finished goods inventory. Under the Agreement the Company may borrow eighty percent (80%) of eligible accounts receivable. Additional funding, characterized by Merchant as an over advance, may be provided up to one hundred percent (100%) of eligible accounts receivable. The over advance portion, if any, may not exceed fifty percent (50%) of eligible inventory up to a maximum of $500,000. The Agreement has been extended and now expires on January 6, 2022, and provides for continuation of the program for successive two year periods until terminated by one of the parties to the Agreement. As of June 30, 2021, the Company had borrowings under the Agreement of approximately $105,000, and the Company had availability under the Agreement of approximately $2,428,000. Advances on factored trade accounts receivable are secured by all of the Company’s trade accounts receivable and inventories, are repaid periodically as collections are made by Merchant but are otherwise due upon demand, and bear interest at the prime commercial rate of interest, as published, plus two percent (Effective rate 5.25% at June 30, 2021). Advances under the factoring agreement are made at the sole discretion of Merchant, based on their assessment of the receivables, inventory and our financial condition at the time of each request for an advance.

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Use of Estimates

3 Months Ended

Jun. 30, 2021

Use of Estimates

Use of Estimates

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with US-GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates.

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Revenue Recognition

3 Months Ended

Jun. 30, 2021

Revenue Recognition

Revenue Recognition

Revenue Recognition

The Company’s primary source of revenue is the sale of safety and security products based upon purchase orders or contracts with customers. Revenue is recognized at a point in time once the Company has determined that the customer has obtained control over the product. Control is typically deemed to have been transferred to the customer when the product is shipped or delivered to the customer. Customers may not return, exchange or refuse acceptance of goods without our approval. Generally, the Company does not grant extended payment terms. Shipping and handling costs associated with outbound freight, after control over a product has transferred to a customer, are accounted for as a fulfillment cost and are recorded in selling, general and administrative expense.

The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for products sold. Revenue is recorded at the transaction price net of estimates of variable consideration. The Company uses the expected value method based on historical data in considering the impact of estimates of variable consideration, which may include trade discounts, allowances, product returns (including rights of return) or warranty replacements. Estimates of variable consideration are included in revenue to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur.

We have established allowances to cover anticipated doubtful accounts based upon historical experience.

Disaggregation of Revenue

The Company presents below revenue associated with sales of products acquired from the Eyston Company Ltd. for separately from revenue associated with sales of ground fault circuit interrupters (GFCI’s) and ventilation fans. The Company believes this disaggregation best depicts how our various product lines perform and are affected by economic factors.  Revenue recognized by these categories for the three months ended June 30, 2021 and 2020 are as follows:

	Three months ended
	June 30, 2021		June 30, 2020
Sales of products acquired from Eyston Company Ltd	$	4,267,291	$	2,454,835
Sales of GFCI’s and ventilation fans		400,707		485,933
	$	4,667,998	$	2,940,768

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Concentrations

3 Months Ended

Jun. 30, 2021

CONCENTRATIONS

CONCENTRATIONS

Concentrations

The Company is primarily a distributor of safety products for use in home and business under both its trade names and private labels for other companies. The Company acquires all of the smoke alarm and carbon monoxide alarm safety products that it sells from Eyston Company, Ltd. In addition, the Company had two customers in the fiscal quarter ended June 30, 2021 that represented 13.9% and 10.1% of the Company's net sales.

Receivables

Receivables are recorded when the Company has an unconditional right to consideration. We have established allowances to cover anticipated doubtful accounts based upon historical experience.

Remaining Performance Obligations

Remaining performance obligations represent the transaction price of firm orders for satisfied or partially satisfied performance obligations on contracts with an original expected duration of one year or more. The Company’s contracts are predominantly short-term in nature with a contract term of one year or less. For those contracts, the Company has utilized the practical expedient in ASC Topic 606 exempting the Company from disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less.

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Income Taxes

3 Months Ended

Jun. 30, 2021

Income Taxes

Income Taxes

Income Taxes

We calculate our interim tax provision in accordance with the guidance for accounting for income taxes in interim periods. We estimate the annual effective tax rate and apply that tax rate to our ordinary quarterly pre-tax income. The tax expense or benefit related to discrete events during the interim period is recognized in the interim period in which those events occurred.

The Company recognizes a liability or asset for the deferred tax consequences of temporary differences between the tax basis of assets or liabilities and their reported amounts in the condensed consolidated financial statements. These temporary differences may result in taxable or deductible amounts in future years when the reported amounts of the assets or liabilities are recovered or settled. The deferred tax assets are reviewed periodically for recoverability and a valuation allowance is provided whenever it is more likely than not that a deferred tax asset will not be realized. After a review of projected taxable income and the components of the deferred tax asset in accordance with applicable accounting guidance it was determined that it is more likely than not that the tax benefits associated with the remaining components of the deferred tax assets will not be realized. This determination was made based on the Company’s history of losses from operations and the uncertainty as to whether the Company will generate sufficient taxable income to use the deferred tax assets prior to their expiration. Accordingly, a valuation allowance was established to fully offset the value of the deferred tax assets. Our ability to realize the tax benefits associated with the deferred tax assets depends primarily upon the timing of future taxable income and the expiration dates of the components of the deferred tax assets. If sufficient future taxable income is generated, we may be able to offset a portion of future tax expenses.

The Company follows ASC 740-10 which provides guidance for tax positions related to the recognition and measurement of a tax position taken or expected to be taken in a tax return and requires that we recognize in our condensed consolidated financial statements the impact of a tax position, if that position is more likely than not to be sustained upon an examination, based on the technical merits of the position.  Interest and penalties, if any, related to income tax matters are recorded as income tax expenses.

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Accounts Receivable and Amount Due From Factor

3 Months Ended

Jun. 30, 2021

Accounts Receivable and Amount Due From Factor

Accounts Receivable and Amount Due From Factor

Accounts Receivable and Amount Due From Factor

The Company assigns the majority of its short-term receivables arising in the ordinary course of business to our factor. At the time a receivable is assigned to our factor the credit risk associated with the credit worthiness of the debtor is assumed by the factor. The Company continues to bear any credit risk associated with delivery or warranty issues related to the products sold.

Management assesses the credit risk of both its trade accounts receivable and its financing receivables based on the specific identification of accounts that have exceeded credit terms. An allowance for uncollectible receivables is provided based on that assessment. Changes in the allowance account are charged to operations in the period the change is determined. Amounts ultimately determined to be uncollectible are eliminated from the receivable accounts and from the allowance account in the period that the receivables’ status is determined to be uncollectible.

Based on the nature of the factoring agreement and prior experience, no allowance related to Amounts Due from Factor has been provided. At June 30, 2021 and March 31, 2021, an allowance of approximately $157,000 has been provided for uncollectible trade accounts receivable.

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Earnings (Loss) per Common Share

3 Months Ended

Jun. 30, 2021

Earnings (Loss) per Common Share

Earnings (Loss) per Common Share

Earnings (Loss) per Common Share

Basic earnings (loss) per common share is computed based on the weighted average number of common shares outstanding during the periods presented. Diluted earnings (loss) per common share is computed based on the weighted average number of common shares outstanding plus the effect of stock options and other potentially dilutive common stock equivalents. The dilutive effect of stock options and other potentially dilutive common stock equivalents is determined using the treasury stock method based on the Company’s average stock price. There were no potentially dilutive common stock equivalents outstanding during the three month period ended June 30, 2021 or 2020. As a result, basic and diluted weighted average common shares outstanding are identical for the three months ended June 30, 2021 and 2020.

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Contingencies

3 Months Ended

Jun. 30, 2021

Contingencies

Contingencies

Contingencies

From time to time, the Company is involved in various claims and routine litigation matters. In the opinion of management, after consultation with legal counsel, the outcomes of such matters are not anticipated to have a material adverse effect on the Company’s condensed consolidated financial position, results of operations, or cash flows in future years.

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Note Payable - Eyston Company Ltd.

3 Months Ended

Jun. 30, 2021

Note Payable - Eyston Company Ltd.

Note Payable - Eyston Company Ltd.

Note Payable - Eyston Company Ltd.

Effective March 31, 2020 the Company sold its fifty percent ownership interest in the Hong Kong Joint Venture. On April 19, 2020, the Company converted $1,081,440 of trade accounts payable due to the Hong Kong Joint Venture to an unsecured long-term note payable. Interest is based on the Shanghai Commercial Bank Limited in Hong Kong US Dollar prime rate published on the first day of each calendar month plus 2% (5.25% effective rate at June 30, 2021) and is payable monthly. The principal balance of $1,081,440 is due and payable on April 19, 2022.

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Leases

3 Months Ended

Jun. 30, 2021

Leases

Leases

Leases

The Company is a lessee in lease agreements for office space.   Certain of the Company’s leases contain provisions that provide for one or more options to renew at the Company’s sole discretion.  The Company’s leases are comprised of fixed lease payments, with its real estate leases including lease payments subject to a rate or index which may be variable.  Certain real estate leases also include executory costs such as common area maintenance (non-lease component).  As a practical expedient permitted under Accounting Standards Codification "ASC" 842, the Company has elected to account

for the lease and non-lease components as a single lease component.  Lease payments, which may include lease components and non-lease components, are included in the measurement of the Company’s lease liabilities to the extent that such payments are either fixed amounts or variable lease amounts based on a rate or index (fixed in substance) as stipulated in the lease contract.

None of the Company’s lease agreements contain any residual value guarantees or material restrictive covenants. As a result of the Company’s election of the package of practical expedients permitted within ASC 842, which among other things, allows for the carryforward of historical lease classification, all of the Company’s lease agreements in existence at the date of adoption that were classified as operating leases under ASC 840 have been classified as operating leases under ASC 842. Lease expense for payments related to the Company’s operating leases is recognized on a straight-line basis over the related lease term, which includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

Right-of-use assets represent the Company’s right to use an underlying asset during the lease term and lease liabilities represent the Company’s obligation to make lease payments as specified in the lease. Right-of-use assets and lease liabilities related to the Company’s operating leases are recognized at the lease commencement date based on the present value of the remaining lease payments over the lease term and amounted to approximately $485,000 at the date of adoption. When the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available surrounding the Company’s borrowing rates at the lease commencement date in determining the present value of lease payments. The right-of use asset also includes any lease payments made at or before lease commencement less any lease incentives. As of June 30, 2021, the Company had right-of-use assets of $128,341 and lease liabilities of $128,341 related to its operating leases. Right-of-use assets are included in property and equipment, net, on the condensed consolidated balance sheet and lease liabilities related to the Company’s operating leases are included in short-term and long-term lease liability on the condensed consolidated balance sheet. As of June 30, 2021 the Company’s weighted-average remaining lease term and weighted-average discount rate related to its operating leases were .75 years and 6.0%, respectively. During the three months ended June 30, 2021, the cash paid for amounts included in the measurement of lease liabilities related to the Company’s operating leases was $42,781, which is included as an operating cash outflow within the  condensed consolidated statements of cash flows. During the three months ended June 30, 2021, the Company did not enter into any material lease agreements set to commence in the future and there were no newly leased assets for which a right-of use asset was recorded in exchange for a new lease liability.

The future minimum payments under operating leases were as follows at June 30, 2021 for the fiscal year ending March 31, 2022:

2022 $ 131,850

Total operating lease payments	$	131,850
Less: amounts representing interest		(3,509)
Present value of net operating lease payments	$
Less: current portion		128,341
Long-term portion of operating lease obligations	$	—

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Recently Adopted Accounting Standards

3 Months Ended

Jun. 30, 2021

Recently Adopted Accounting Standards

Recently Adopted Accounting Standards

Recently Adopted Accounting Standards

Changes to US-GAAP are established by the Financial Accounting Standards Board (FASB) in the form of Accounting Standards Updates (ASU's) to the FASB's Accounting Standards Codification. The Company considers the applicability and impact of all ASU's. Management determined that recently issued ASU's did not have a material impact on the consolidated financial statements at June 30, 2021.

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Revenue Recognition (Tables)

3 Months Ended

Jun. 30, 2021

Revenue Recognition

Schedule of revenue recognized by these categories

	Three months ended
	June 30, 2021		June 30, 2020
Sales of products acquired from Eyston Company Ltd	$	4,267,291	$	2,454,835
Sales of GFCI’s and ventilation fans		400,707		485,933
	$	4,667,998	$	2,940,768

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Leases (Tables)

3 Months Ended

Jun. 30, 2021

Leases

Summary of future minimum payments under operating leases

The future minimum payments under operating leases were as follows at June 30, 2021 for the fiscal year ending March 31, 2022:

2022 $ 131,850

Total operating lease payments	$	131,850
Less: amounts representing interest		(3,509)
Present value of net operating lease payments	$
Less: current portion		128,341
Long-term portion of operating lease obligations	$	—

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Liquidity and Management Plans (Details) - USD ($)	3 Months Ended
	Jun. 30, 2021	Aug. 31, 2020	Aug. 19, 2020
Organization Consolidation And Presentation OF Financial Statements [Line Items]
Failure to maintain stockholders' equity after reporting losses from continuing operations and/or net losses		$ 6,000,000.0
Line of Credit Facility, Remaining Borrowing Capacity	$ 105,000
Spread on variable interest rate (as a percent)	2.00%
Prime Rate
Organization Consolidation And Presentation OF Financial Statements [Line Items]
Spread on variable interest rate (as a percent)	2.00%
Hong Kong Joint Venture [Member]
Organization Consolidation And Presentation OF Financial Statements [Line Items]
Line of Credit Facility, Remaining Borrowing Capacity	$ 2,428,000		$ 223,000

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Line of Credit - Factor (Details) - USD ($)		3 Months Ended
	Jan. 15, 2015	Jun. 30, 2021
Line of Credit - Factor
Percentage of maximum borrowing capacity of eligible accounts receivables under the line of credit	80.00%
Over advance percentage of maximum borrowing capacity of eligible accounts receivables under the line of credit	100.00%
Over advance maximum percentage of maximum borrowing capacity of eligible accounts receivables under the line of credit	50.00%
Line of Credit Facility, Capacity Available for Trade Purchases	$ 500,000
Accounts Receivables Factoring Agreement Term		2 years
Line of Credit Facility, Remaining Borrowing Capacity		$ 105,000
Long-term Line of Credit		$ 2,428,000
Variable rate on the debt instrument (as a percent)		2.00%
Effective interest rate (as a percent)		5.25%

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Revenue Recognition (Details) - USD ($)	3 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Revenues	$ 4,667,998	$ 2,940,768
Products Acquired From Eyston Company Ltd. [Member]
Revenues	4,267,291	2,454,835
G F C I s And Ventilation Fans [Member]
Revenues	$ 400,707	$ 485,933

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Concentrations (Details) - Sales Revenue, Net [Member] - Customer Concentration Risk [Member]	3 Months Ended
	Jun. 30, 2021
One Customer [Member]
Concentration Risk, Percentage	13.90%
Two Customer [Member]
Concentration Risk, Percentage	10.10%

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Accounts Receivable and Amount Due From Factor (Details) - USD ($)	Jun. 30, 2021	Mar. 31, 2021
Accounts Receivable and Amount Due From Factor
Amount of uncollectible trade accounts receivable	$ 157,000	$ 157,000

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Earnings (Loss) per Common Share (Details) - shares	3 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Earnings (Loss) per Common Share
Number of potentially dilutive common stock equivalents outstanding	0	0

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Note Payable - Eyston Company Ltd. (Details)		3 Months Ended	12 Months Ended
	Apr. 19, 2020 USD ($)	Jun. 30, 2021	Mar. 31, 2020
Note Payable - Eyston Company Ltd.
Spread on variable interest rate (as a percent)		2.00%
Effective interest rate (as a percent)		5.25%
Prime Rate
Note Payable - Eyston Company Ltd.
Spread on variable interest rate (as a percent)		2.00%
Unsecured long-term interest only note payable
Note Payable - Eyston Company Ltd.
Trade accounts payable converted to an unsecured long-term note payable	$ 1,081,440
Effective interest rate (as a percent)		5.25%
Principal balance due and payable	$ 1,081,440
Unsecured long-term interest only note payable | Prime Rate
Note Payable - Eyston Company Ltd.
Spread on variable interest rate (as a percent)	2.00%
Hong Kong Joint Venture [Member] | Disposed by sale
Note Payable - Eyston Company Ltd.
Ownership interest disposed			50

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Leases (Details) - USD ($)	Jun. 30, 2021	Mar. 31, 2021
Future minimum payments under operating leases
2022	$ 131,850
Total operating lease payments	131,850
Less: amounts representing interest	(3,509)
Present value of net operating lease payments	128,341
Less: current portion	$ 128,341	$ 171,122

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Leases - Additional Information (Details)	3 Months Ended
	Jun. 30, 2021 USD ($)
Leases
Lease, Practical Expedients, Package [true false]	true
Non Cash Right Of Use Asset In Exchange For Operating Lease Liability	$ 485,000
Right-of-use assets	128,341
Lease liabilities	$ 128,341
Weighted-average remaining lease term	9 months
Weighted-average discount rate	6.00%
Cash paid for amounts included in measurement of lease liabilities	$ 42,781